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EXHIBIT 10.34
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
BOYD GAMING CORPORATION
The undersigned hereby certify as follows:
1. That they are the President and Secretary, respectively, of BOYD
GAMING CORPORATION.
2. That at a meeting of the stockholders held on May 25, 2000, the
stockholders voted to adopt the amendment to the corporation's Articles of
Incorporation as set forth in Paragraph 3 following. The amendment below as
adopted by the holders of 58,395,451 shares of the Corporation's $.01 par value
common stock representing approval of the amendment by the holders of
approximately 93.84% of the shares entitled to vote with respect to such
amendment. The total number of outstanding shares of common stock of the
corporation having voting power with respect to such amendment is 62,228,487.
3. That at a meeting of the Board of Directors held on February 24,
2000, the Directors of the corporation adopted the following resolution to amend
the Articles of Incorporation:
RESOLVED: That Article V, Section D, of the Articles of Incorporation
of the corporation, as restated and filed with the Secretary of State
for the State of Nevada on March 17, 1994, shall be further amended and
restated in its entirety to read as follows:
D. Redemption of Stock.
As long as the Corporation remains either a holding company or
an intermediary holding company subject to the statutes, regulations,
rules, ordinances, orders or interpretations (the "Gaming Laws") of any
gaming authority (the "Gaming Authorities"), all securities of the
Corporation shall be held subject to the applicable provisions of such
Gaming Laws. Not by way of limitation, if the Corporation becomes, and
so long as it remains, either a holding company or an intermediary
holding company subject to regulation under the New Jersey Casino
Control Act (the "New Jersey Act"), the Indiana Riverboat Gambling Act
(the "Indiana Act") or any other Gaming Authority which has similar
requirements, all securities of the Corporation shall be held subject
to the condition that if a holder thereof is found to be disqualified
by either the New Jersey Casino Control Commission pursuant to the New
Jersey Act, the Indiana Gaming Commission pursuant to the Indiana Act,
or any other Gaming Authority which has similar requirements, such
holder shall, at the election of the Corporation, either: (i) sell any
or all of such securities to the Corporation at the Redemption Price
(defined below); or (ii) otherwise dispose of his interest in the
Corporation, all within 30 days following the Corporation's receipt of
notice (the "Notice Date") of the holder's disqualification. The
Redemption Price shall be the lesser
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of (i) the lowest closing sale price of the such securities between the
Notice Date and the date 30 days after the Notice Date or (ii) such
holder's original purchase price for such securities. The disqualified
holder will also be responsible for and will pay all costs associated
by the Corporation in connection with the disposition or redemption of
securities, including but not limited to attorneys fees. Promptly
following the Notice Date, the Corporation shall either deliver such
written notice along with the Corporation's election personally to the
disqualified holder or shall mail it to such holder at the address
shown on the Corporation's records, or use any other reasonable means
to provide notice. Failure of the Corporation to provide notice to a
disqualified holder after making reasonable efforts to do so shall not
preclude the corporation from exercising its rights. If any
disqualified holder fails to dispose his securities within 30 days
following the Notice Date, the corporation, by action or the Board of
Directors, may redeem such securities at the lesser of (i) the lowest
closing sale price of the such securities between the Notice Date and
the date 30 days after the Notice Date or (ii) such holder's original
purchase price for such securities. So long as the corporation is a
"publicly traded holding company" as defined in the New Jersey Act and
the Indiana Act, commencing on the Notice Date, it shall be unlawful
for the disqualified holder to: (i) receive any dividends or interest
upon any securities of the Corporation held by such holder; (ii)
exercise, directly or through any trustee or nominee, any right
conferred by such securities; or (iii) receive any remuneration in any
form, for services rendered or otherwise, from the Corporation or any
subsidiary of the Corporation that holds a casino license.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Articles of Incorporation on this 30th day of June, 2000.
/s/ DONALD D. SNYDER
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DONALD D. SNYDER, President
/s/ CHARLES E. HUFF
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CHARLES E. HUFF, Secretary
STATE OF NEVADA )
) ss:
COUNTY OF CLARK )
On this ____ day of ________________, 2000, personally appeared before
me, a Notary Public, DONALD D. SNYDER and CHARLES E. HUFF, as President and
Secretary, respectively, of Boyd Gaming Corporation who acknowledged that they
executed the foregoing Certificate of Amendment to Articles of Incorporation on
behalf of said corporation.
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Notary Public
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